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What is the difference between articles of incorporation/organization and by-laws?Posted: Notice: Undefined property: stdClass::$post_date in /var/www/webapp/ui/mlb_faq.php on line 96

Corporate by-laws are created for internal governance whereas articles of incorporation are required by law to be filed in order to create a corporation. Although by-laws are also required by law, they are a non-public document. Articles of Incorporation have to be filed with a government registrar and be publicly available for review. Articles are also more difficult to change than by-laws. Therefore, it is always desirable to keep Articles filled to minimum, while putting more provisions in the by-laws.

Articles of Incorporation typically deal with the fundamental organizational aspects of the corporation. They will usually include the name of the corporation, stipulations about the amount of directors the corporation may have, the address of the corporations registered office, the name(s) and address(es) of the first director(s), any restrictions on the corporations business, classes and maximum number of shares, and any other fundamental stipulations the incorporators feel are necessary.

By-laws will typically deal with less permanent and less fundamental aspects of the corporations organization and are adopted at meetings of the directors and shareholders of the corporation. Usually, a corporation will have a first meeting within six months of its incorporation in order to adopt any by-laws it may feel are important to have. By-laws will usually set out the requirements to be a director, where and when the directors and shareholders will meet, the remuneration of the companys directors, officers, and accountant, stipulations around issuing shares and dividends, the corporations fiscal year end date, and any other important corporate governance provisions that the corporation wishes to be governed by.